Item 5.07 Submission of Matters to a Vote of Security Holders.
On
As of the close of business on
70.15% of all of the shares of issued and outstanding Common Stock entitled to vote were represented either virtually or by proxy at the Special Meeting, which constituted a quorum to conduct business at the Special Meeting. The tables below detail the voting results for each proposal:
1. Proposal to adopt the Agreement and Plan of Merger, dated as of
2021 (as amended or otherwise modified from time to time, the "Merger Agreement"), by and amongGS Group ,Goldman Sachs Bank USA , a bank organized under the laws of theState of New York ("GS Bank "), Glacier Merger Sub 1, LLC, aDelaware limited liability company and wholly owned subsidiary ofGS Bank ("Merger Sub 1"), Glacier Merger Sub 2, LLC, aGeorgia limited liability company and wholly owned subsidiary ofGS Bank ("Merger Sub 2"),GreenSky andGreenSky Holdings, LLC , aGeorgia limited liability company and subsidiary of GreenSky ("GreenSky Holdings "), and thereby approve the merger of (i) GreenSky with and into Merger Sub 1 (the "Company Merger"), with Merger Sub 1 surviving the Company Merger as a wholly owned subsidiary ofGS Bank , and (ii) Merger Sub 2 with and intoGreenSky Holdings (the "Holdings Merger" and together with the Company Merger, the "Mergers"), withGreenSky Holdings surviving the Holdings Merger as a subsidiary ofGS Bank and Merger Sub 1 (the "Merger Proposal").
Set forth below are the voting results for the Merger Proposal.
Votes For Votes Against Abstentions Broker Non-Votes 710,491,840 271,864 4,070 0
As a result, GreenSky's stockholders approved the Merger Proposal.
2. Proposal to approve, by advisory (non-binding) vote, the compensation that
may be paid or become payable to the named executive officers of GreenSky in connection with the consummation of the Mergers (the "Non-Binding Compensation Proposal"). Set forth below are the voting results for the Non-Binding Compensation Proposal. Votes For Votes Against Abstentions Broker Non-Votes 704,635,617 2,993,934 3,138,223 0
As a result, GreenSky's stockholders approved the Non-Binding Compensation Proposal.
3. In connection with the Special Meeting, GreenSky also solicited proxies with
respect to the adjournment of the Special Meeting from time to time, if necessary or appropriate, to solicit additional proxies in favor of the Merger Proposal if there are insufficient votes at the time of such adjournment to approve such proposal (the "Adjournment Proposal"). As there were sufficient votes at the time of the Special Meeting to approve the Merger Proposal, the Adjournment Proposal was unnecessary and such proposal was not submitted to the GreenSky stockholders for approval at the Special Meeting.
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